Resales of Shares. The Investor represents, warrants and covenants that it will resell such Shares only pursuant to the Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations.
Resales of Shares. (a) The Purchaser hereby covenants with the Company not to make any sale of the Shares without satisfying the requirements of the Securities Act and the Rules and Regulations, including, in the event of any resale under the Registration Statement, the prospectus delivery requirements under the Securities Act, and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company pursuant to a resale under the Registration Statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate
(i) in the form of Appendix III to this Agreement;
(ii) executed by an officer of, or other authorized person designated by, the Purchaser; and
(iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement and (B) the requirement of delivering a current prospectus has been satisfied.
(b) The Purchaser acknowledges that there may occasionally be times when the Company determines, in good faith following consultation with its Board of Directors or a committee thereof, the use of the prospectus forming a part of the Registration Statement (the "Prospectus," as further defined in Section 7.3.1 below) should be suspended until such time as an amendment or supplement to the Registration Statement or the Prospectus has been filed by the Company and any such amendment to the Registration Statement is declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it will not sell any Shares pursuant to the Prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of the Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to the Prospectus. The Company may, upon written notice to the Purchasers, suspend the use of the Prospectus for up to thirty (30) days in any 365-day period based on the reasonable determination of the Company's Board of Directors that there is a significant business purpose for such determination, such as pending corporate developments, public filings with the SEC or similar events. The Company shall in no event be required to disclose the business purpose for which it has suspended the use of the Prospectus if the Company determines...
Resales of Shares. The Investor represents, warrants and covenants that it will resell such Shares only pursuant to the Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of the Purchase Notice of such number of shares of Common Stock reasonably expected to be purchased under each Purchase Notice shall not be deemed a Short Sale.
Resales of Shares. The Investor represents, warrants and covenants that it will resell such Shares only (i) pursuant to the Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution (Conflict of Interest)” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act, or (ii) in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws, as applicable.
Resales of Shares. (a) The Purchaser hereby covenants with the Company not to make any sale of the Shares without satisfying the requirements of the Securities Act and the Rules and Regulations, including, in the event of any resale under the Registration Statement, the prospectus delivery requirements under the Securities Act, and the Purchaser acknowledges and agrees that such
Resales of Shares. (a) The Purchaser hereby covenants with the Company not to make any sale of the Shares, the Warrants, the Conversion Stock or the Warrant Stock without satisfying the requirements of the Securities Act and the Rules and Regulations, including, in the event of any resale under the Registration Statement, the prospectus delivery requirements under the Securities Act, and the Purchaser acknowledges and agrees that such securities are not transferable on the books of the Company pursuant to a resale under the Registration Statement unless the certificate submitted to the transfer agent evidencing such securities is accompanied by a separate officer's certificate
(i) in the form of Appendix III to this Agreement;
(ii) executed by an officer of, or other authorized person designated by, the Purchaser; and
(iii) to the effect that (A) the Shares, the Warrants, the Conversion Stock or Warrant Stock (as applicable) have been sold in accordance with the Registration Statement and (B) the requirement of delivering a current prospectus has been satisfied.
(b) The Purchaser acknowledges that there may occasionally be times when the Company determines, in good faith following consultation with its Board of Directors or a committee thereof, the use of the prospectus forming a part of the Registration Statement (the "Prospectus," as further defined in Section 7.3.1 below) should be suspended until such time as an amendment or supplement to the Registration Statement or the Prospectus has been filed by the Company and any such amendment to the Registration Statement is declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it will not sell any Shares, Warrants, Conversion Stock or Warrant Stock pursuant to the Prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of the Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to the Prospectus. The Company may, upon written notice to the Purchasers, suspend the use of the Prospectus for up to thirty (30) days in any 365-day period (less the number of days in such 365-day period that the Purchasers must suspend their use of the Prospectus pursuant to the first sentence of this paragraph) based on the reasonable determination of the...
Resales of Shares. Until the second anniversary of the date ----------------- hereof, the Investor shall not in any way sell, assign or otherwise transfer any interest in the Shares (other than a distribution to the members of the Investor, provided that the restrictions of this Section 6 shall continue to be applicable to the Shares and such transferees shall agree in writing to be bound by the provisions of this Agreement affecting the Shares so transferred); provided, however, that the foregoing restriction shall not apply to any -------- ------- transfer by the Investor in connection with an underwritten offering of shares of Common Stock which has been registered with the Commission and provided, -------- further that during such two year period the Investor shall be permitted to ------- transfer shares of Common Stock in a privately negotiated transaction and/or pursuant to registration of the Shares under the Registration Rights Agreement in a non-underwritten offering in amounts that would otherwise be permitted under Rule 144 of the Securities Act but without giving effect to the holding period requirements thereof.
Resales of Shares. SBC agrees that it will not offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act and the rules and regulations of the Commission thereunder, and in compliance with applicable state securities or Blue Sky laws.
Resales of Shares. (a) MAMI hereby covenants and agrees not to make any disposition of all or any portion of the Shares unless and until it has satisfied the rules, regulations and other requirements of the Securities Act including, without limitation, in the event of any resale under a registration statement, the prospectus delivery requirements under the Securities Act.
(b) MAMI shall notify the Company in advance of any proposed disposition of any unregistered Shares and shall furnish the Company with a statement of the circumstances surrounding the proposed disposition, and if requested by the Company, MAMI shall furnish the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the Shares under the Act.
Resales of Shares. (a) To the extent the Purchaser sells Shares pursuant to the Registration Statement, the Purchaser covenants that such sale of Shares will be made in accordance with the Registration Statement, including the plan of distribution set forth therein. The Purchaser acknowledges and agrees that Shares purchased by it hereunder are not transferable on the books of the Company pursuant to a resale under the Registration Statement unless the Shares are sold in accordance with the Registration Statement.
(b) The Purchaser further covenants (i) to notify the Company of any changes to the information regarding the Purchaser or its plan of distribution in the Registration Statement or the Prospectus or any amendment or supplement thereto or any free-writing prospectus and (ii) upon the request of the Company, to notify the Company how many Shares the Purchaser still owns at the time of such request.
